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SMARTGIG Terms and Conditions

Thank you for visiting SMARTGIG. www.smartgig.co is governed by these Terms and Conditions (“Terms and Conditions”). Please read them carefully.

1. ABOUT SMARTGIG

SMARTGIG, LLC. a Tennessee corporation, is a provider of booking services to both musical artists and musical venues.
Any reference in these Terms and Conditions to “SMARTGIG”, “us”, “our” or “we”, shall refer to SMARTGIG, LLC. according to the entity providing the SMARTGIG Booking Services to the User or to the Referred Venue that shall register with SMARTGIG as a result of a referral under the Program, as applicable. Any reference to “SMARTGIG Booking Services” shall refer to the products and services and any other features, and functionalities offered by us on our website at www.smartgig.co or through any other means.

SMARTGIG has created an online marketplace for musical groups, solo performers, for-hire musicians, musical artists and other talent (“Artist”) in search of opportunities to perform public or private engagements, including without limitation, nightclubs, venues, halls, churches, universities, military bases and any other locations in the United States, where performers perform professionally (“Venues”). Artists who are registered members can direct potential promoters, talent buyers, venues and other purchasers (“Venues”) to the Artists’s respective public profile through the Artist’s unique URL. Other visitors, including music industry professionals may browse SMARTGIG. Collectively, visitors, Purchasers and Performers are referred to herein as “users or “you”. Venues in turn have the ability to contact Artists to enter into a performance agreement for a single or multiple event occasion.

This section explains our terms of use. When you use SMARTGIG, you are agreeing to all the terms stated on this page. These rules need to be expressed in legal language, however in some cases and to offer you clear and simple explanations, some may be summarized. These summaries are NOT part of the official legal terms.

By using this website (the “Site”) and services (together with the Site, the “Services”) offered by SMARTGIG, LLC. 8161 Hwy 100, #203 Nashville, TN 37221-4213 (together with its parents, subsidiaries, affiliates, agents, representatives, consultants, employees, officers, and directors — collectively, “SMARTGIG,” “we,” or “us”), you are agreeing to these legally binding rules (the “Terms”). You are also agreeing to our Privacy Policy and agreeing to follow any other rules on the Site, like our Community Guidelines and Rules for Venues and Artists. We may change these terms from time to time. If we do, we’ll let you know about any changes, either by notifying you on the Site or by sending you an email. New versions of the terms will never apply retroactively — we’ll tell you the exact date they go into effect. If you keep using SMARTGIG after a change, that means you accept the new terms.

2. SMARTGIG ACCOUNT - OVERVIEW

To sign up for a SMARTGIG account as a registered member, you must be 18 or over. You are responsible for your account and all the activity on it.

In order for a Venue and Artist to engage in the conduct of booking Events, both the Venue and Artist must be a registered member.

You can browse smartgig.co without registering for an account. But to use SMARTGIG’s functions with regard to Events, you’ll need to register, provide your first and last name, valid email address, and set a password. When you do that, the information you give us has to be accurate and complete. Do not impersonate anyone else or choose names that are offensive or that violate anyone’s rights. If you do not follow these rules, we may cancel your account.

You are responsible for all the activity on your account, and for keeping your password confidential. If you find out that someone’s used your account without your permission, you should report it to wecare@smartgig.co.
To sign up for an account as a registered member, you need to be at least 18 years old, or old enough to form a binding contract where you live. If necessary, we may ask you for proof of age.

3. USAGE RULES

This section is a list of actions that are not allowed in conjuction of the use of this site and all related applications. These actions include but are not limited to lying, breaking city, state and federal laws, abusing people, stealing data, and hacking other people’s computers and information. Do not engage in this conduct. We expect everyone to be respectful, responsible and professional at all times. For avoidance of doubt, do not do any of these things on the Site and all related Applications to the Site:

Do not break the law or violate the rights of third parties. Do not take any action that infringes or violates other people’s rights, violates the law, or breaches any contract or legal duty you have toward anyone.

Do not lie to people. Do not post information you know is false, misleading, or inaccurate. Do not do anything deceptive or fraudulent.

Do not breach this agreement. Do not offer any services that are illegal or that violate any of SMARTGIG’s policies, rules, or guidelines, or violate any applicable law, statute, ordinance, or regulation.

Do not breach the Purchaser Agreement. Do not breach any material terms of the Purchaser Agreement and/or Performer’s Rider.

Do not victimize anyone. Do not do anything threatening, abusive, harassing, defamatory, libelous, tortious, obscene, profane, or invasive of another person’s privacy.

Do not spam. Do not distribute unsolicited or unauthorized advertising or promotional material, or any junk mail, spam, or chain letters. Do not run mail lists, or any kind of auto-responder or spam on or through the Site or Application.

Do not harm anyone’s computer. Do not distribute software viruses, or anything else (code, films, programs) designed to interfere with the proper function of any software, hardware, or equipment on the Site or application (whether it belongs to SMARTGIG or another party).

Do not abuse other users’ personal information. When you use SMARTGIG — and especially if you create a professional relationship — you may receive information, including things like names, email addresses, and postal addresses. This information is provided solely in connection with the Event: do not use it for other purposes, and do not abuse it.

We also need to make sure that the Site and related Applications is secure and our systems function properly. So do not do any of these things. In other words, “do not mess with our system.”

Do not (or attempt to) interfere with the proper workings of the Services.

Do not bypass any measures we’ve put in place to secure the Services.

Do not breach this agreement. Do not offer any services that are illegal or that violate any of SMARTGIG’s policies, rules, or guidelines, or violate any applicable law, statute, ordinance, or regulation.

Do not take any action that imposes an unreasonable load on our infrastructure, or on our third-party providers infrastructure. (We reserve the right to determine what’s reasonable.)

Do not try to damage or get unauthorized access to any system, data, password, or other information, whether it belongs to SMARTGIG or another party.

Do not use any kind of software or device (whether it’s manual or automated) to “crawl” or “spider” any part of the Site or Application.

Do not take apart or reverse engineer any aspect of SMARTGIG in an effort to access things like source code, underlying ideas, or algorithms.

4. ARTISTS, VENUES AND HOW EVENTS ARE BOOKED

This section explains the relationship between Performers (Artists) and Purchasers (Venues) with respect to booking Events, and who’s responsible for what. This section describes what you are both agreeing to when a Purchaser books the services of a Performer with respect to an Event. These terms are set forth in the sample template “Purchaser Agreement” provided for your convenience on the Site.

How an Agreement is Formed

SMARTGIG provides a marketplace platform for Performers and Purchasers of Performer’s services. When a Performer creates an account and provides a list of availability with respect to an Event on SMARTGIG’s Site, the Performer is inviting potential Purchasers to form a contract with the Performer. Any Purchaser who makes an offer with regard to a Performer’s Event availability, which is accepted by the Performer via the SMARTGIG Site, forms a binding contract.

SMARTGIG is NOT a party to this contract — the Purchase Agreement is a direct legal agreement between Performers and Purchasers.

Once an Event is booked and the Purchase Agreement is executed and if applicable to the specific agreement the deposit is received by SMARTGI, the Performer is required to fulfill its contractual obligations under the Purchase Agreement. Once a Performer has done so, they’ve satisfied their obligations to the respective Purchaser.

Throughout the process, Performers and Purchasers owe each other a reasonable standard of care and effort, honest communication, and a dedication to fulfill their respective obligations in connection with the Event. At the same time, Purchasers must understand that when they purchase an Event that involves personal services, there may be changes or delays, and there’s a chance something could happen that prevents the Performer from being able to complete the Event as promised.

To the extent the Purchaser is acting in good faith and is not in breach of its material obligations of the Purchase Agreement, if a Performer is unable to fulfill the Performer’s material obligations (e.g., to perform) with regard to an Event, then the Performer may be in breach of the basic obligations of the Purchase Agreement. To remedy this possible situation, the Performer and Purchaser must each make every reasonable effort to resolve the situation. A Performer in this position has only remedied the situation and met the Performer’s obligations to a Purchaser if the Performer:

works diligently and in good faith to bring the Event to the best possible conclusion in a timeframe that’s communicated to the Purchaser (for example, a mutually approved rescheduling of the Event); or

demonstrates that Performer has made reasonable efforts to complete the Event as promised; or

Performer offers to return all or a portion of Purchaser’s funds and Purchaser agrees to accept the funds;

Performer and Purchaser agree to any alternate resolution in writing.

The Performer is solely responsible for fulfilling the promises with respect to the Event. If the Performer is unable to satisfy the terms of the Purchase Agreement, the Performer may be subject to legal action by Purchaser.

5. HOW TO BOOK AN EVENT ON SMARTGIG.

This section goes over the details of booking Events in general and things like: (a) how purchase agreements are made with regard to an offer, a counter offer and acceptance of an offer; (b) whether offers can be changed or canceled; (c) how Purchasers can get a full or partial refund; (d) how Purchasers can forfeit their deposit and be liable for a full payment, and force majeure events.

The entire booking process is managed through the Site. Performers in search of Events, use the SMARTGIG platform to grow business, in an efficient, effective, and organized manner. Performers and SMARTGIG internal process direct Purchasers to the Performer’s respective public profile through the Performer’s unique URL. Purchasers submit offers to Performers in connection with Event(s), and receive a response from the Performer with an approval, denial, or counter offer. If either an offer or a counter offer is accepted by the Performer, then the Performer and the Purchaser will move through the steps of contract execution and deposit, for each Event.

THE BOOKING PROCESS

Traffic to the Site will be via unique links embedded within the Booking or Inquiries section of a Performer’s designated web presence. This unique link from a Performer’s designated site opens the Performer’s public SMARTGIG profile page to the Purchaser. The Purchaser has the opportunity to: (a) view general information regarding the Performer (name, photo, social media account stats, upcoming and past event bookings, bio, technical requirements and genre(s).); (b) submit an offer.

The Offer Sheet is comprised of various fields which the Purchaser is required to complete with the information necessary for submission, including event details, Purchaser and venue information, and Performer’s fees and provisions. Submission of the Offer Sheet sets into motion various actions for both the Purchaser and the Performer. The first, being a simultaneous communication. The Purchaser receives a confirmation email from SMARTGIG of the Offer Sheet submission, and the Performer receives a communication directing him/her to the contained the terms of the Offer Sheet. The communication method to the Performer from SMARTGIG will be push notification to their specific account on the Site and sent emails alerting each party to these notifications. The notification to the Performer of a Pending Offer is sent with a link back to the Performer’s private user Dashboard. Through the Performer’s user Dashboard, the Performer is able to view the details of the Offer Sheet, including pricing, location, time, and other pertinent variables. Upon review, with one click, a Performer can approve, decline, or counter this offer.

Upon the submition of the offer, the Purchaser has up to 1 hour (60 minutes) to exercise the option to adjust any of the terms within the offer as long as the Performer has not responded to the offer by accepting, declining or countering the terms of the agreement. If after 1 hour (60 minutes) from the time of the offer being submitted and the Purchaser does not exercise their right to adjust the offer, the current details of the offer are finalized and can then only be adjusted by a counter offer from the respective Performer.

Counter

Every offer includes the optional right, exercisable only by the Performer, to counter certain terms to the offer. The terms are limited to the guarantee amount, ticket split percentage amount, air travel provision amount, meal provision, backline provision, lodging provision, production provision, ground travel provision and merch fee percentage amount. If the Performer exercises such rights and submits the counter offer, the Purchaser will have untill the set expiration date of the offer to either accept or deny the new terms of the countered offer. A number of processes are set in motion once the Performer submits the countered details. The Offer will remain under the "Pending Offers" folder with each user's Dashboard with the activity now set at "Countered". Each user will be notify by email and a push notification to their Site account. The Purchaser will select the appropriate link within the email that will open the appropriate response/confirmation page.

If the Purchaser chooses to decline the offer, the Purchaser will select the “Decline” button. A form will appear with only one field, asking the Purchaser to state their reasoning for declining Performer's Offer. Once completed, this information will be sent to the Performer through SMARTGIG’s internal message system and the Offer Sheet is moved from the "Pending" folder to the Performer’s “Declined” offers folder.

Approval

If the Performer chooses to approve the terms of the Offer Sheet or if the Purchaser chooses to approve the terms of the counter offer from the Performer, a number of processes are set in motion. From the Performer’s user Dashboard, this Offer Sheet is moved from the “Pending Offers” folder on the Performer’s Dashboard, to the Performer’s “Upcoming Bookings" folder. From the Purchaser’s user Dashboard, an email is generated through SMARTGIG and sent to the Purchaser. Only upon confirmation of the agreed upon offer, is the identity (First and Last Name) and contact information of each user (email address) is provided to both parties. The Performer Rider will also be provided by the Performer at the approval of the offer.

SMARTGIG provides a standard music industry event contract referred to herein as the “Purchase Agreement”. This Purchase Agreement is personalized for each offer submitted with the appropriate show information (Performer, Purchaser, Date, etc.). If applicable, the required guarantee must be submitted through SMARTGIG from the Purchaser in order to complete the required steps. SMARTGIG offers third party payment options paid through STRIPE, the Purchaser will receive a confirmation email, which will include a link to view the agreed contract and receipt of deposit.

All guarantee fees will be paid through SMARTGIG and are fully refundable if the Performer does not meet all the terms of the Purchaser Agreement. The refund will be paid back to the Purchaser upto 30 days after the show event date stated in the Purchaser Agreement.

Decline

If the Performer chooses to decline the offer, the Performer will select the “Decline” button. A form will appear with only one field, asking the Performer to state their reasoning for declining Purchaser’s Offer or Purchaser’s counter offer to the Counter Offer. Once completed, this information will be sent to the Purchaser through SMARTGIG’s internal message system and the Offer Sheet is moved from the "Pending" folder to the Purchaser’s “Declined” offers folder.

Artists’S USER ACCOUNT

The Artist’s user account dashboard is comprised of various tools, including:

Booking (Past, Upcoming, Pending, Declined)

Calendar

Notifications

Payment Management (View received payments and set up any necessary transfer to personal account)

PURCHASER’S OBLIGATIONS
These are the terms that apply when a Purchaser books an Event:

You are charged in full (collection of the guarantee amounth) at the time the Performer agrees to the terms set forth in the offer created by you. If the performer is in breach of the Purchaser Agreement before or during the event, the guarantee paid to the Performer through SMARTGIG will be fully refunded back to the Purchaser. The exact amount set forth in the Purchase Agreement is the amount SMARTGIG will collect. If the Event is cancelled, you will be refunded and no additional funds will be due to the performer, and no money will change hands.

In some cases we will reserve the charge on your card. SMARTGIG and its payment partners may authorize or reserve a charge on your credit card (or whatever payment method you use) for any amount up to the full amount, at any time prior to the Event as set forth in the Purchaser Agreement.

You cannot change or cancel your Event at any time after the 1 hr (60 minute) grace period, once you have submitted an Offer Sheet and the offer has been accepted. Once the Event is booked, you cannot cancel or change the terms of the Purchase Agreement, unless by making special arrangements directly with the Performer in writing.

The Performer may need to ask you questions about the Event. To advance the date, the Performer might need information from you. Purchaser will need to provide the information in a reasonable amount of time.

SMARTGIG cannot guarantee Performers’ work.

These are the terms that apply to Performer:

SMARTGIG will charge its booking fee at the time the Purchase Agreement is agreed upon by both the Purchaser. Providing the booking fee by Performer, marks the completion of the last step in agreeing to the Purchase Agreement terms.

Do not assume you’ll be able to route an entire tour when you want on the terms you want. There could be a variety of reasons why this is not possible. For example, you could fail to get the guarantees you want in certain markets making it financially difficult to play other markets, thereby impacting your entire tour schedule. Do not assume you’ll be able to immediately collect your funds. There may be a delay with regard to your access to the funds in the event there is a cancelation for example. And do not take any actions in reliance on collecting any of the funds until you actually have the ability to withdraw it from your account and spend it.

Do not count on SMARTGIG to book or provide offers for any market or from any purchaser beyond what is currently presented to you.

6. ITEMS SMARTGIG IS NOT RESPONSIBLE FOR

We do not oversee the performance of any Events, and we do not mediate disputes between users, Purchasers, Performers or otherwise.

SMARTGIG isn’t liable for any damages or losses related to your use of the Services. We do not become involved in disputes between users, or between users and any third party relating to the use of the Services. We do not oversee the performance or punctuality of Events, and we do not endorse any content users submit to the Site. When you use the Services, you release SMARTGIG from claims, damages, and demands of every kind — known or unknown, suspected or unsuspected, disclosed or undisclosed — arising out of or in any way related to such disputes and the Services. All content you access through the Services is at your own risk. You’re solely responsible for any resulting damage or loss to any party.

Forms Provided by SMARTGIG

In connection with Events, SMARTGIG provides a basic template, the terms of which are modified upon mutual agreement between the Purchaser and the Performer, and Performer may include a rider with additional terms (the “Forms”). The User acknowledges that SMARTGIG's provision of access to the Forms does not constitute legal advice nor does SMARTGIG make any warranties or representations with respect to the Forms, and, as such, they are provided “AS IS.”

Furthermore, the User acknowledges that SMARTGIG is not responsible for User’s compliance with any laws or regulations applicable to the Site and the services or products it provides. SMARTGIG will automatically publish the Forms on the Site in connection with Events. At any time, User may request to replace the Forms with documents the User wishes to publish. To do so, User must upload to their account profile new rider and any additional terms that the User deems important. Unless directed otherwise by User, User also consents to SMARTGIG’s publishing the personal email address provided by User in the Forms.

7. OUR FEES

We charge $39 (booking fee) per event booked payable by the Artist at the time terms have been agreed upon. Paying the booking fee by the Artist is the final step to agreeing to the terms set forth within the Purchasers Agreement.

Creating an account on SMARTGIG is free.

We will not collect any fees without giving you a chance to review and accept them. If our fees ever change, we’ll announce that on our Site. Some funds paid by Purchasers are collected by payment providers. Each payment provider is its own company, and SMARTGIG isn’t responsible for its performance.

You’re solely responsible for paying any additional fees or taxes associated with your use of SMARTGIG.

8. OTHER WEBSITES

If you follow a link to another website, what happens there is between you and them — not us.

SMARTGIG may contain links to other websites. (For instance, Event pages, user profiles, and comments may link to other sites.) When you access third-party websites, you do so at your own risk. We do not control or endorse those sites.

SMARTGIG partners with other companies (such as Stripe and AWS) payment processing. When you accept an Offer Sheet in connection with an Event, you are also agreeing to the payment processor’s terms of service.

9. YOUR INTELLECTUAL PROPERTY

We do not own the items you post or link to on SMARTGIG. But when you post it, you are giving us permission to use or copy it however we need in order to run the Site, or show people what’s happening on it. (We generally just use this to promote Events and showcase our community on the website.) You’re responsible for the content you post, and you are warranting and representing to us that it’s all okay to use.

SMARTGIG doesn’t own content you submit to us (your “Content”). But we do need certain licenses from you in order to perform our Services. When you execute a Purchaser Agreement, you agree to these terms:

We can use the content you’ve submitted. You grant to us, and others acting on our behalf, the worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicensable, transferable right to use, exercise, commercialize, and exploit the copyright, publicity, trademark, and database rights with respect to your Content.

When we use the content, we can make changes, like editing or translating it. You grant us the right to edit, modify, reformat, excerpt, delete, or translate any of your Content.

You won’t submit stuff you do not hold the copyright for (unless you have permission). Your Content will not contain third-party copyrighted material, or material that is subject to other third-party proprietary rights, unless you have permission from the rightful owner of the material, or you are otherwise legally entitled to post the material (and to grant SMARTGIG all the license rights outlined here).

Any royalties or licensing on your Content are your responsibility. You will pay all royalties and other amounts owed to any person or entity based on your Content, or on SMARTGIG's hosting of that Content.

You promise that if we use your Content, we’re not violating anyone’s rights or copyrights. If SMARTGIG or its users exploit or make use of your submission in the ways contemplated in this User Agreement, you promise that this will not infringe or violate the rights of any third party, including (without limitation) any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.

You’re responsible for the stuff you post. All information submitted to the Site, whether publicly posted or privately transmitted, is the sole responsibility of the person from whom that content originated.

We’re not responsible for mistakes in your content. SMARTGIG will not be liable for any errors or omissions in any content.

10. SMARTGIG'S INTELLECTUAL PROPERTY

The content on SMARTGIG is protected in various ways. You do have the right to use it for certain personal purposes, but you can’t use it for anything commercial without getting permission first.

SMARTGIG’s Services are legally protected in various ways, including copyrights, trademarks, service marks, patents, trade secrets, and other rights and laws. You agree to respect all copyright and other legal notices, information, and restrictions contained in any content accessed through the Site. You also agree not to change, translate, or otherwise create derivative works of the Service.

SMARTGIG grants you a license to reproduce content from the Services for personal use only. This license covers both SMARTGIG’s own protected content and user-generated content on the Site. (This license is worldwide, non-exclusive, non-sublicensable, and non-transferable.) If you want to use, reproduce, modify, distribute, or store any of this content for a commercial purpose, you need prior written permission from SMARTGIG or the relevant copyright holder. A “commercial purpose” means you intend to use, sell, license, rent, or otherwise exploit content for commercial use, in any way.

11. HOW WE DEAL WITH COPYRIGHT ISSUES

We comply with the Digital Millennium Copyright Act. To learn more about how we deal with claims of copyright infringement, email us at wecare@smartgig.co

The Digital Millennium Copyright Act lays out a system of legal requirements for dealing with allegations of copyright infringement. SMARTGIG complies with the DMCA, and we respond to notices of alleged infringement if they comply with the law and the requirements set forth in our Copyright Policy. We reserve the right to delete or disable content alleged to be infringing, and to terminate accounts for repeat infringers. (We do this when appropriate and at our sole discretion.)

If you’d like to submit a claim of copyright infringement, email us at wecare@smartgig.co. Our designated agent for notice of alleged copyright infringement is:

13. OUR RIGHTS

To operate, we need to be able to maintain control over what happens on our website. So in this section, we reserve the right to make decisions to protect the health and integrity of our system. We do not take these powers lightly, and we only use them when we absolutely have to.

SMARTGIG reserves these rights:

We can make changes to the SMARTGIG Site and Services without notice or liability.

We have the right to decide who’s eligible to use SMARTGIG. We can cancel accounts or decline to offer our Services. (Especially if you are abusing them.) We can change our eligibility criteria at any time. If these things are prohibited by law where you live, then we revoke your right to use SMARTGIG in that jurisdiction.

We have the right to cancel any Event, at any time and for any reason.

We have the right to reject, cancel, interrupt, remove, or suspend any Event at any time and for any reason.

SMARTGIG is not liable for any damages as a result of any of these actions, and it is our policy not to comment on the reasons for any such action.

14. WARRANTY DISCLAIMER

We work hard to provide you with great services, but we can’t guarantee everything will always work perfectly. This site is presented as-is, without warranties.

You use our Services solely at your own risk. They are provided to you “as is” and “as available” and without warranty of any kind, express or implied.

SMARTGIG SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM SMARTGIG SHALL CREATE ANY WARRANTY.

You hereby acknowledge and agree that SMARTGIG will not be liable for any temporary delay, outages or interruptions of the Services. Further, SMARTGIG shall not be liable for any delay or failure to perform its obligations under this Agreement, where such delay or failure results from any act of God or other cause beyond its reasonable control (including, without limitation, any mechanical, electronic, communications or third-party supplier failure). You hereby acknowledge and agree that SMARTGIG reserves the right to temporarily suspend Services for the purposes of maintaining, repairing, or upgrading its systems and network. SMARTGIG may use reasonable efforts to notify you of pending maintenance. However at no time is SMARTGIG under any obligation to inform you of such maintenance.

We advise you to seek independent legal counsel with regard to the interpretation of this Agreement and with regard to any content, forms and other materials in connection herewith. You have either done so or refrained therefrom in your sole discretion.

15. INDEMNIFICATION

You agree to indemnify and hold SMARTGIG and its affiliates and their officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys' fees), arising out of or in connection with: (i) your use of the Services or services or goods obtained through your use of the Services; (ii) your breach or violation of any of these Terms; (iii) SMARTGIG's use of your User Content; or (iv) your violation of the rights of any third party, including Third Party Providers.

16. LIMITATION OF LIABILITY

SMARTGIG SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF SMARTGIG, EVEN IF SMARTGIG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SMARTGIG SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER, EVEN IF SMARTGIG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SMARTGIG SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND SMARTGIG'S REASONABLE CONTROL.

THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, SMARTGIG’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON SMARTGIG’S CHOICE OF LAW PROVISION SET FORTH BELOW.

17. DISPUTE RESOLUTION AND GOVERNING LAW

We’re located in Nashville, Tennessee, and any disputes with us have to be handled in a federal or state court located in Nashville, Tennessee under Tennessee law. You agree to submit to personal jurisdiction in said courts.

We at SMARTGIG encourage you to contact us if you are having an issue, before resorting to the courts. In the unfortunate situation where legal action does arise, these Terms (and all other rules, policies, or guidelines incorporated by reference) will be governed by and construed in accordance with the laws of the State of Tennessee and the United States, without giving effect to any principles of conflicts of law, and without application of the Uniform Computer Information Transaction Act or the United Nations Convention of Controls for International Sale of Goods. You agree that SMARTGIG and its Services are deemed a passive website that does not give rise to jurisdiction over SMARTGIG or its parents, subsidiaries, affiliates, assigns, employees, agents, directors, officers, or shareholders, either specific or general, in any jurisdiction other than the State of Tennessee. You agree that any action at law or in equity arising out of or relating to these Terms, or your use or non-use of SMARTGIG, shall be filed only in the state or federal courts located in Davidson County in the State of Tennessee, and you hereby consent and submit to the personal jurisdiction of these courts for the purposes of litigating any such action. You hereby irrevocably waive any right you may have to trial by jury in any dispute, action, or proceeding.

18. MISCELLANEOUS

These Terms and the other material referenced in them are the entire agreement between you and SMARTGIG with respect to the Services. They supersede all other communications and proposals (whether oral, written, or electronic) between you and SMARTGIG with respect to the Services and govern our present and future relationship. If any provision of these Terms is found to be invalid under the law, that provision will be limited or eliminated to the minimum extent necessary so that the Terms otherwise will remain in full force and effect and enforceable. The failure of either you or SMARTGIG to exercise any right provided for in these Terms in any way won’t be deemed a waiver of any other rights.

These Terms are personal to you. You can’t assign them, transfer them, or sublicense them unless you get SMARTGIG’s prior written consent. SMARTGIG has the right to assign, transfer, or delegate any of its rights and obligations under these Terms without your consent. SMARTGIG will provide you notice via email, written notice, or by conspicuously posting the notice on our Site.
SMARTGIG, LLC.
8161 Hwy 100, #203
Nashville, TN 37221-4213wecare@smartgig.co